SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHULTZ WESLEY E

(Last)

(First)

(Middle)

3905 DAKOTA STREET NW

PO BOX 2000

(Street)

ALEXANDRIA

56308

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RURAL CELLULAR CORP [ RCCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common	08/07/2008		A		4,382	A	$0	194,439	D
Class A Common	08/07/2008		D		194,439	D	$45⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$15.5	08/07/2008		D			10,000	⁽²⁾	08/19/2008	Class A Common	10,000	⁽¹⁾⁽⁴⁾	0	D
Stock Option (Right to Buy)	$10.5	08/07/2008		D			12,500	⁽²⁾	01/01/2009	Class A Common	12,500	⁽¹⁾⁽⁴⁾	0	D
Stock Option (Right to Buy)	$1.25	08/07/2008		D			60,000	⁽²⁾	05/16/2013	Class A Common	60,000	⁽¹⁾⁽⁴⁾	0	D
Non-Qualified Stock Option	$34.94	08/07/2008		D			16,485	⁽²⁾	09/03/2011	Class A Common	16,485	⁽¹⁾⁽⁴⁾	0	D
Non-Qualified Stock Option	$13.56	08/07/2008		D			19,912	⁽²⁾	05/25/2016	Class A Common	19,912	⁽¹⁾⁽⁴⁾	0	D
Non-Qualified Stock Option	$30.81	08/07/2008		D			5,147	⁽²⁾	05/29/2017	Class A Common	5,147	⁽¹⁾⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	08/07/2008		D			3,982⁽⁵⁾	⁽³⁾	⁽³⁾	Class A Common	13,274⁽⁵⁾	⁽¹⁾⁽⁴⁾	9,292	D
Restricted Stock Units	⁽³⁾	08/07/2008		D			9,292⁽⁵⁾	⁽³⁾	⁽³⁾	Class A Common	13,274⁽⁵⁾	⁽¹⁾⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of in conjunction with the merger of Merger Sub with and into the Issuer effective August 7, 2008 pursuant to the Agreement and Plan of Merger dated as of July 29, 2007 by and among Cellco Partnership, Airtouch Cellular and the Issuer.

2. These options were granted in in accordance with Rule 16b-3(d) under a stock option plan. The grants have varied exercisable dates.

3. Each restricted stock unit represents a contingent right to receive one share of Rural Cellular Corporation Class A common stock. The restricted stock units will be earned, in whole or in part, based upon the Company's performance in fiscal 2006 and will vest on December 31, 2008 if the individual is still employed by the Company at that date.

4. The price of all derivative securities in Table II, Column 8 is the difference between $45 and the exercise price for the security listed in Column 2.

5. Restricted Stock was reduced 30% from 13,274 shares to 9,292 shares due to performance.

	Deanne M. Greco, Attorney-in-Fact	08/08/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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